Wholesale Terms And Conditions

These Terms and Conditions of Sale (this "Agreement") are entered into between ESP America, LLC ("Supplier"), and the dealer who has submitted an order form which has been accepted by Supplier ("Dealer," and together with Supplier, the "Parties," and each, a "Party").

Recitals

Supplier is in the business of selling the Products (as defined below).
Dealer is in the business of marketing and reselling products similar to the Products.
Supplier desires to sell the Products to Dealer and appoint Dealer as its non-exclusive dealer for the marketing and sale of the Products to Customers (as defined below) in accordance with the terms and conditions of this Agreement.
Dealer desires to purchase the Products from Supplier and resell the Products to Customers, in accordance with the terms and conditions of this Agreement.
Dealer acknowledges that this Agreement is a contract of adhesion, offered by the Supplier without opportunity for individual negotiation. By continuing to do business with Supplier, Dealer is accepting these terms as binding.
In consideration of the mutual covenants, terms and conditions set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals

The Recitals are hereby incorporated herein by this reference.

2. Definitions

Capitalized terms have the meanings set out in this Section 2, or in the section in which they first appear in this Agreement.

"Affiliate" of a Party means any other entity or individual that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that Party.
"Agreement" has the meaning set out in the preamble and includes all exhibits and schedules to this Agreement.
"Customer" means an individual or entity that may purchase or has purchased a Product, directly or indirectly, from Dealer for its own internal use or consumption.
"Effective Date" means the date upon which Dealer has placed an order that has been accepted by the Supplier.
"Products" means those products identified in Schedule 1, as it may be revised pursuant to Section 5.2 from time to time.

3. Appointment

3.1. Non-Exclusive Appointment

Supplier hereby appoints Dealer, and Dealer hereby accepts the appointment, to act as Supplier's non-exclusive dealer of the Products to Customers in accordance with the terms and conditions of this Agreement. Supplier may in its sole discretion market, distribute, and sell the Products, directly or indirectly, to any individual or entity, including without limitation other dealers, resellers, and directly to end users, and may appoint third parties to do the same.

4. Dealer Obligations

4.1. Facilities and Inventory

Dealer shall, at its expense:

maintain a place of business, including adequate office, storage, and warehouse facilities as required for Dealer to perform its duties under this Agreement;
keep all received Products in conditions appropriate for their storage and in compliance with applicable industry standards and laws as it arranges for pickup by the Customer; and
provide adequate security for the Products while in Dealer's possession or control.

4.2. Marketing and Sale of Products

If Dealer elects to advertise, market, promote, or sell the Products, then Dealer shall, at its expense:

advertise, market, promote, and sell the Products in a manner that is consistent with good business practice, subject to Supplier's reasonable directions and instructions, using its best efforts to maximize the sales volume and expand the sale of the Products to Customers;
advertise, market, promote, and sell the Products and conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Supplier;
establish and maintain a qualified and trained distribution organization capable of shipping Products to Customers immediately on receipt of each order, or if not immediately then in time to meet Customers' delivery requirements;
have and maintain sufficient knowledge of the industry and the Products, including the Products' standard protocols and features and differences between the Products and competing products; and
use promotional and marketing materials provided by Supplier without modification and only to market, advertise, promote, or sell the Products, and not use any other promotional and marketing materials for the Products without the prior written consent of Supplier.

4.3. Reporting, Records, and Inspection

Dealer shall, at its expense:

promptly notify Supplier of any complaint or adverse claim about the Products or their use or any potential product safety issue related to the Product of which Dealer becomes aware; and
maintain books, records, and accounts of all transactions relating to the Products and activities covered by this Agreement and, on Supplier's reasonable request allow Supplier's authorized representatives to audit such books, records, and accounts.

4.4. Authority to Perform

Dealer shall, at its expense, obtain and maintain all required certifications, credentials, licenses, permits, notifications, registrations, or authorizations necessary for Dealer to act as dealer of, and market, distribute, and sell, the Products and otherwise conduct its business in accordance with this Agreement.

4.5. Prohibited Acts

Dealer shall not:

engage in any unfair, anti-competitive, misleading, or deceptive practices regarding Supplier or the Products;
make any representations or take any actions that could subject Supplier to violations of applicable law or increased government oversight;
make any modifications, repairs, or alterations to the Products, and any such modifications, repairs or alterations to the Products shall be deemed unauthorized and at Dealer's sole cost, risk and liability. Supplier shall not be responsible for, and shall have no obligation with respect to, any consequences, damages, or claims arising from or relating to any such unauthorized repairs or modifications, and Dealer shall indemnify Supplier with respect to same;
make any modifications to the Product specifications, labeling, or packaging, or market, distribute, or sell the Products other than in the form and packaging as delivered by Supplier under this Agreement; or
resell the Products to any federal, state, or local government or political subdivision or agency thereof, without express written approval from Supplier.

4.6. Molding and Impressions

Dealer shall be solely and exclusively responsible for, and shall assume all liability in connection with, any injury, damage, or other harm of any nature whatsoever arising out of or relating to the taking, making, or impressioning of the Customer's ear. Such activities shall be conducted solely under Dealer's direction, supervision, and control, and shall remain at all times the responsibility of Dealer. Dealer shall indemnify, defend, and hold harmless Supplier, its officers, directors, managers, members, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the foregoing.

5. Supplier Obligations

5.1. Assistance with Marketing and Promotion

Supplier shall:

in Supplier's sole discretion, provide promotional information and material for use by Dealer in accordance with this Agreement; and
provide any information, material, and support that Supplier in its sole discretion deems necessary regarding the marketing, advertising, promotion, distribution, and sale of Products to enable Dealer to discharge its duties under this Agreement.

5.2. Product Regulatory Compliance

Supplier shall:

ensure the Products comply in all material respects with applicable laws affecting the sale of the Products.

6. Agreement to Purchase and Sell Products

6.1. Terms of Sale

Supplier shall make available and sell Products to Dealer, and Dealer shall purchase Products from Supplier, on the terms and conditions set out in this Agreement. The terms and conditions of all orders under this Agreement are expressly limited to the terms of this Agreement and the Order Form (defined below) contained in the applicable purchase order. The terms of this Agreement supersede all terms and conditions contained in any other documentation related to the subject matter of this Agreement and expressly exclude Dealer's terms and conditions contained in any purchase order, Order Form, or other document issued by Dealer.

6.2. Changes in Products

Supplier may, in its sole discretion, immediately on notice to Dealer:

make changes to the list of Products in Schedule 1 by adding, removing, or replacing Products from Schedule 1; and
make modifications to the Products.

6.3. Purchase Orders

Dealer shall issue all purchase orders to Supplier via mail or online using the Order Form (the "Order Form") supplied by Supplier, which shall include all details provided on the forms, including shipping terms.

6.4. Acceptance or Rejection of Purchase Orders

Supplier may, in its sole discretion, accept or reject any purchase order by responding to the order with an acceptance or a rejection (whether by written confirmation or rejection, invoice, email, or otherwise) or by shipping/delivering the Products, whichever occurs first. No order is binding on Supplier unless accepted by Supplier as provided in this Agreement.

6.5. Order Cancellation or Changes

Supplier may, in its sole discretion, without liability or penalty, cancel or amend any purchase order accepted by Supplier hereunder, in whole or in part: (i) if Supplier discontinues its sale or production of the Products; or (ii) if Supplier determines that Dealer is in violation of its payment obligations under or is otherwise in breach of this Agreement.
Dealer may not cancel or amend any purchase order submitted by it, unless agreed to by Supplier in writing.

6.6. Shipment and Delivery

Supplier shall deliver the Products to Dealer EXW Dealer's address or Customer's address, in accordance with the shipping terms set out in the relevant purchase order, using Supplier's standard methods for packaging and shipping, unless otherwise agreed in writing by the Parties.
Any time quoted for delivery is an estimate only and Supplier is not liable for any loss or damage arising from any delay in delivery. No delay in delivery relieves Dealer of its obligations to accept delivery of Products ordered hereunder.
Supplier may, in its sole discretion, without liability or penalty, make partial shipments of Products, each of which constitutes a separate sale, and Dealer shall pay for the units shipped, whether the shipment is in whole or partial fulfillment of a purchase order.

6.7. Inspection and Acceptance

Dealer shall immediately inspect Products received under this Agreement. Dealer is deemed to have accepted the Products upon delivery unless within thirty (30) days after delivery it notifies Supplier and furnishes written evidence or other documentation as required by Supplier that any of the Products are damaged, defective, or otherwise do not conform to the specifications listed in the applicable purchase order. If Dealer so notifies Supplier, then Supplier shall in its sole discretion and at its expense replace or repair the Products or refund the purchase price paid by Dealer for the Products. Dealer acknowledges and agrees that the remedies set out in this Section 6.7 are exclusive of all other remedies, subject to Dealer's rights under Section 7 regarding any Products Dealer has accepted under this Section. Except as provided under this Section and Section 7, Dealer has no right to return Products purchased under this Agreement.

6.8. Title and Security Interest

Title to Products passes to Dealer on delivery of the Products to the delivery location, and Dealer shall pass title to Customer. Dealer hereby grants to Supplier a purchase-money security interest in all of Dealer's right, title, and interest in and to the Products and all proceeds thereof as security for the payment of the purchase price of the Products.

6.9. Price, Taxes, and Other Costs

The prices for Products sold under this Agreement shall be as stated in Supplier's then-current price list as provided to Dealer from time to time. Supplier may adjust its price list at any time, provided that prices for Products currently in production shall remain good for thirty (30) days.
All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, fees, or charges imposed by any governmental authority on any amounts payable by Dealer under this Agreement. Dealer is responsible for all charges, taxes, and other fees imposed by any governmental authority with respect to its purchase, sale, or distribution of the Products. Dealer shall pay for shipping charges.

6.10. Payment Terms

Payment shall be due and payable concurrently with the Dealer's submission of the Order Form as a condition of placing the order.
Supplier shall issue invoices to Dealer for any additional amounts due, including but not limited to special shipping costs or expenses, no later than five (5) business days after shipping of the Products. Dealer shall pay all invoiced amounts within thirty (30) days of receipt of the invoice. Dealer shall make all payments in accordance with payment instructions by the Supplier.
Dealer shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Dealer shall perform its obligations under this Agreement without setoff, deduction, recoupment or withholding of any kind for amounts owed or payable by Supplier, whether under this Agreement, applicable law, or otherwise and whether relating to Supplier's breach, bankruptcy, or otherwise.

7. Limited Product Warranty

7.1. Limited Warranty

Supplier warrants that for a period of twelve (12) months from the date of delivery to the Customer, the Products will be free from material defects in workmanship and material under normal use and service with proper maintenance. This warranty shall be passed onto the Customer and only Customer may be entitled to enforce the warranty. Dealer shall not provide any warranty to any Customer regarding the Products on Supplier's behalf other than the warranty described in this Section 7. Dealer may assist in facilitating warranty claims on behalf of Customer, subject to Supplier's verification. Dealer shall promptly notify Supplier of any known warranty claims and cooperate in the investigation of such claims.

7.2. Remedies

If any of the Products is proven not to conform with this limited warranty during the applicable warranty period, Supplier shall, at its exclusive option and expense, either repair or replace the Product or refund the purchase price paid by Dealer for each non-conforming Product, which Supplier may elect to pay directly to Customer. This Section sets forth Dealer's or Customer's sole remedy and Supplier's entire liability for the breach of any warranty relating to the Products.

7.3. Limitations

Supplier shall have no obligation under the warranty if Dealer or Customer:

fails to notify Supplier in writing during the warranty period of a non-conformity; or
uses, misuses, or neglects the Product in a manner inconsistent with the Product's specifications or use or maintenance directions, modifies the Product, or improperly installs, handles, repairs, or maintains the Product.

Except as explicitly authorized in this Agreement or in a separate written agreement with Supplier, Dealer shall not service, repair, modify, alter, reconstruct, replace, reverse engineer, or otherwise change the Products.

7.4. Disclaimer

Except as expressly set out in this Agreement, Supplier does not make any express or implied representation or warranty whatsoever, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, whether arising by law, course of dealing or performance, usage of trade, or otherwise, all of which are expressly disclaimed. Dealer acknowledges that it has not relied on any representation or warranty made by Supplier or any other individual or entity on Supplier's behalf.

8. Trademarks

Supplier hereby grants to Dealer a non-exclusive, non-transferable, and non-sublicensable right to use Supplier's trademarks as provided by Supplier to Dealer ("Trademarks") solely in connection with the promotion, advertising, distribution, and resale of the Products in accordance with the terms and conditions of this Agreement. The Dealer acknowledges and agrees that the Trademarks are the sole and exclusive property of Supplier, and that Dealer shall not acquire any right or ownership interest in them or any other intellectual property rights of Supplier under this Agreement, except for the right to use the Trademarks as expressly provided in this Section 8. Any goodwill derived from the use by Dealer of the Trademarks inures to the benefit of Supplier. Upon expiration or termination of this Agreement, Dealer's rights under this Section 8 cease immediately and Dealer shall immediately discontinue all use of the Trademarks.

9. Confidentiality

9.1. Confidential Information

From time to time during the Term, Supplier may disclose or make available to the Dealer information about its business affairs, finances, products, services, pricing, operations, processes, plans, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, "Confidential Information"). Confidential Information shall not include information that at the time of disclosure:

is, or thereafter becomes, in the public domain other than as a result of, directly or indirectly, any violation of this Section 9 by the Dealer; or
is, or thereafter becomes, available to the Dealer on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information.

9.2. Protection of Confidential Information

The Dealer shall protect and safeguard the confidentiality of the Supplier's Confidential Information with at least the same degree of care as the Dealer would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. The Dealer shall not use the Supplier's Confidential Information for any purpose other than to perform its obligations hereunder and shall not disclose the Supplier's Confidential Information to any individual or entity at any time during the completion of a Products purchase and for a period of five (5) years after its expiration or termination. Notwithstanding the foregoing, the Dealer may disclose the Supplier's Confidential Information:

to the Dealer's employees, officers, and third-party advisors who have a need to know the Confidential Information for the Dealer to perform its obligations hereunder; and
as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority if the Dealer provides the Supplier prompt notice of such requirement to the extent legally permitted.

Upon Supplier's written request, the Dealer shall promptly return to the Supplier all copies, whether in written, electronic, or other form or media, of the Supplier's Confidential Information or destroy all such copies and certify in writing that that it has complied with the requirements of this Section 9. In addition to all other remedies available at law, the Supplier shall be entitled to seek injunctive relief for any violation or threatened violation of this Section 9.

10. Compliance With Laws and Policies

Dealer shall at all times comply with all laws and all of Dealer's contracts applicable to the operation of its business, the Products, this Agreement, and its performance hereunder. The Dealer shall comply with all quality standards established by Supplier for its dealers and Supplier's policies and procedures as they may be updated from time to time by Supplier in its sole discretion.

11. Indemnification

11.1. Dealer Indemnification

Subject to the terms and conditions of this Agreement, Dealer shall indemnify, hold harmless, and defend Supplier and its officers, directors, managers, members, employees, agents, Affiliates, successors, and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, relating to any claim of a third party or Supplier arising out of or occurring in connection with:

Dealer's breach or non-fulfillment of any of the terms of this Agreement;
Dealer's acts or omissions in connection with the performance of its obligations under this Agreement;
any bodily injury, death, or damage to real or tangible personal property caused by the acts or omissions of Dealer;
any bodily injury, death, or damage to real or tangible personal property caused during Dealer's ear impression or molding of the Customer, to the extent undertaken by Dealer;
claims brought by Customers for failure to deliver the Products, or for harm caused by the Products as a result of Dealer's acts or omissions; or
any failure by Dealer to comply with any applicable laws.

11.2. Indemnification Procedures

If an Indemnified Party becomes aware of any claim, event, or fact that may give rise to a claim by the Indemnified Party against the Dealer for indemnification under Section 11.1, the Indemnified Party shall promptly notify the Dealer. The Indemnified Party shall give Dealer control over the proceedings and shall reasonably cooperate in the investigation, settlement, and defense of such claims at Dealer's expense; provided that the Indemnified Party may, at its own expense, participate in such defense. The Dealer shall not enter into a settlement of such claim that does not include a full release of the Indemnified Party or involves a remedy other than the payment of money, without the Indemnified Party's consent. If the Dealer does not assume control over the defense of a claim as provided in this Section 11.2, the Indemnified Party may defend the claim in such manner as it may deem appropriate, at the cost and expense of the Dealer.

12. Limitation of Liability

12.1. Liability Limitations

In no event:

shall Supplier be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, or diminution in value of Dealer's business, arising out of or relating to any breach of this agreement or a claim relating to the Products, regardless of: (i) whether the damages were foreseeable; (ii) whether or not Supplier was advised of the possibility of the damages; and (iii) the legal or equitable theory (contract, tort or otherwise) on which the claim is based;
shall Supplier's liability for each claim arising out of or related to this Agreement or the Products, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid and amounts accrued but not yet paid to Supplier under this Agreement in the four (4) month period preceding the event giving rise to the claim or $10,000.00, whichever is less.

12.2. If Remedy Fails of Essential Purpose

The foregoing limitations apply even if the Dealer's remedies under this Agreement fail of their essential purpose.

13. Insurance

During such time that Dealer is fulfilling a purchase of the Products and for a period of two (2) years after completion of a purchase, Dealer shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability and advertising injury) with limits no less than $5,000,000.00 with financially sound and reputable insurers.

14. Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent the failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"):

acts of God;
flood, fire, earthquake, tornado, natural disaster, pandemic, epidemic, or explosion;
war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
action by any governmental authority or requirements of law;
embargoes or blockades in effect on or after the date of this Agreement;
national or regional emergency;
strikes, labor stoppages or slowdowns, or other industrial disturbances;
telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and
other events beyond the reasonable control of the Impacted Party;

provided, however, that Force Majeure shall not apply to the Dealer's obligation to make payments. The Impacted Party shall give notice within twenty (20) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of the Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following notice given by it under this Section 14, either Party may thereafter terminate any outstanding Order Form on written notice to the other Party.

15. Relationship of the Parties

The Parties to this Agreement are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, create a joint venture, partnership, agency or employment relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, has any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their personnel under this Agreement and is solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Agreement is to be accomplished. Except as provided otherwise in this Agreement, Dealer has the sole discretion to determine Dealer's methods of operation, accounting practices, personnel practices, and business strategy, practices, and methods.

16. Entire Agreement

This Agreement, including and together with any related exhibits, schedules, and attachments and the Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained in this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

17. Survival

Subject to the limitations and other provisions of this Agreement, any provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or termination of this Agreement.

18. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at the addresses set forth for Dealer on the Order Form or for Supplier on its website. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested and postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section.

19. Headings

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

20. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement. On a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to achieve the intended commercial result of the original provision to the greatest extent possible.

21. Amendments

No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

22. Waiver

No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:

any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or
any act, omission, or course of dealing between the Parties.

23. Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, by statute, in this or any other agreement between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Dealer's rights under Section 6 and Section 7 are Dealer's exclusive remedies for the events specified therein.

24. Assignment

Dealer may not assign any of its rights or delegate or subcontract any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Supplier may assign any of its rights or delegate any of its obligations under this Agreement without Dealer's consent.

25. Successors and Assigns

This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

26. No Third-Party Beneficiaries

Subject to the next sentence, the Parties do not confer any rights or remedies upon any other individual or entity except the Parties to this Agreement and their respective successors and permitted assigns. The Parties hereby designate the Indemnified Parties (other than Supplier) as third-party beneficiaries of Section 11 with the right to enforce such Section 11.

27. Choice of Law

This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.

28. Choice of Forum

Each Party agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the District Court of Nevada, or the courts of the State of Nevada sitting in Washoe County. Each Party submits to the exclusive jurisdiction thereof and agrees to bring any action, litigation, or proceeding only therein. Each Party agrees that a final judgment in any action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

29. WAIVER OF JURY TRIAL

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.